0001140361-18-007349.txt : 20180213 0001140361-18-007349.hdr.sgml : 20180213 20180213182042 ACCESSION NUMBER: 0001140361-18-007349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180211 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TISCH ANDREW H CENTRAL INDEX KEY: 0001009879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06541 FILM NUMBER: 18605657 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LOEWS CORP CENTRAL INDEX KEY: 0000060086 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132646102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10065-8087 BUSINESS PHONE: 212-521-2000 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10065-8087 4 1 doc1.xml FORM 4 X0306 4 2018-02-11 0 0000060086 LOEWS CORP L 0001009879 TISCH ANDREW H 667 MADISON AVENUE NEW YORK NY 10065-8087 1 1 0 0 Co-Ch. of Bd/Off. Pres./Ch. EC Common Stock 2018-02-11 4 M 0 12641 0 A 2491313 D Common Stock 2018-02-11 4 F 0 4835 46.73 D 2486478 D Common Stock 2018-02-12 4 S 0 7806 47.49 D 2478672 D Common Stock 11957605 I By Trusts Restricted Stock Units 2018-02-11 4 M 0 12641 0 D Common Stock 12641 12641.74 D Restrict Stock Units 2018-02-12 4 A 0 19506.25 0 A Common Stock 19506.25 19506.25 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 25,000 RSUs subject to: (a) shareholder approval of the 2016 Incentive Compensation Plan, and (b) the Issuer achieving a target level of performance based income ("PBI Metric") for 2016. The Plan was approved at the Issuer's annual meeting on May 10, 2016 and the Compensation Committee confirmed the achievement of the PBI Metric on February 13, 2017. The RSUs were reported on Table II of a Form 4 filed in connection therewith. The Reporting Person received 283.48 additional RSUs (subject to the same conditions) through associated dividend equivalent rights in connection with dividends paid on the Issuer's common stock after the grant date that were reported on Table II of previously filed Form 4s (such additional RSUs, together with the underlying RSUs, the "2016 RSUs"). 50% of the 2016 RSUs vested on February 11, 2018. The Reporting Person is reporting the withholding, by the Issuer, of 4,835 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2018 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection with the delivery to the Reporting Person of the converted common stock in respect of the vested 2016 RSUs. Represents the weighted average price of multiple transactions with a range of prices between $46.99 and $47.87. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 50% of the 2016 RSUs vested on February 11, 2018. The common stock into which such vested RSUs converted is reported on Table I of this Form 4. The remaining unvested 2016 RSUs will vest on February 11, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person. 19,405 RSUs were awarded to the Reporting Person on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. 101.25 additional RSUs were awarded to the Reporting Person (subject to the same condition as the underlying RSUs) on account of dividend equivalent rights associated with these RSUs in connection with the Issuer's payment of dividends on its common stock after the grant date for the underlying RSUs (such additional RSUs, together with the underlying RSUs, the "2017 RSUs"). The Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 12, 2018. 50% of the 2017 RSUs vest on February 13, 2019 and 50% vest on February 13, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person. /s/ Glenn P. Zarin by power of attorney for Andrew H. Tisch 2018-02-13